ANALOG DEVICES INC (ADI)

Anelise Sacks — Resignation | Resignation from role as Executive Vice President and Chief Customer Officer.; Effective date of resignation is March 31, 2025, or earlier if a new Chief Customer Officer is appointed.; Will remain employed through the effective date to assist with transition.; Decision to resign does not relate to any disagreement with the Company or its board of directors.

Richard C. Puccio — New Hire Compensation Package | Base salary of $670,000.; Annual variable cash incentive target of 125% of base salary.; Fiscal year 2024 equity grant with an aggregate target value of $5.5 million: 65% Performance-based RSUs (TSR and financial performance goals) and 35% Time-based RSUs.; Additional time-based RSUs with a target value of $10 million, vesting over three years (annual installments).; New hire cash award of $500,000, subject to repayment if Mr. Puccio leaves without cause within two years of hire.

Richard C. Puccio — Change in Control Agreement | Severance benefits if employment is terminated within 24 months after a Board-approved change in control, other than for cause, death, or disability.; Severance includes a lump-sum payment equal to 299% of annual base salary plus 299% of total variable cash incentive paid or awarded in the four preceding fiscal quarters.; Payment of all legal fees and expenses incurred by the employee as a result of termination.; Continuation of life, disability, dental, accident, and group health insurance benefits for 24 months.; Potential gross-up for excise taxes if payments trigger Section 280G and 4999 of the Internal Revenue Code, though this provision was eliminated for new agreements in September 2009.

Richard C. Puccio — Severance Agreement | Cash severance equal to 299% of the NEO's base salary.; Variable cash incentive based upon a multiplier of 299% of the sum of the NEO's total variable cash incentive payments made in the four fiscal quarters preceding termination.; Accelerated vesting of all outstanding unvested stock options, time-based RSUs, and PRSUs granted under the 2020 Plan, 2006 Plan, and 1996 Plan (as applicable) upon termination without cause or for good reason following a change in control.; Continuation of life, disability, dental, accident, and group health insurance benefits for 24 months.

Richard C. Puccio — New Hire Compensation | Base Salary: $670,000 annually.; Short-term variable cash incentive target: 125% of base salary.; Fiscal year 2024 equity grant target value: $5.5 million, consisting of PRSUs (65%) and time-based RSUs (35%).; Additional time-based RSUs: $10 million with a 3-year ratable vesting schedule.; New hire cash award: $500,000, subject to repayment if Mr. Puccio leaves without cause within two years of hire.

Vincent Roche — Change in Control Retention Agreement | Severance: Lump-sum payment equal to 299% of annual base salary plus 299% of total variable cash incentive paid or awarded in the preceding four fiscal quarters.; Payment of legal fees and expenses incurred as a result of termination.; Continuation of life, disability, dental, accident, and group health insurance benefits for 24 months.; Potential gross-up for excise taxes under Section 4999 of the Internal Revenue Code.; Agreement provides for severance benefits if employment is terminated within 24 months after a change in control (approved by Board) for reasons other than cause, death, or disability, or if employee terminates for 'good reason'.; If change in control is not approved by the Board, severance applies if termination occurs within 12 months for reasons other than cause, death, or disability.

Richard C. Puccio — Change in Control Retention Agreement | Severance: Lump-sum payment equal to 299% of annual base salary plus 299% of total variable cash incentive paid or awarded in the preceding four fiscal quarters.; Payment of legal fees and expenses incurred as a result of termination.; Continuation of life, disability, dental, accident, and group health insurance benefits for 24 months.; Agreement provides for severance benefits if employment is terminated within 24 months after a change in control (approved by Board) for reasons other than cause, death, or disability, or if employee terminates for 'good reason'.; If change in control is not approved by the Board, severance applies if termination occurs within 12 months for reasons other than cause, death, or disability.

Gregory Bryant — Change in Control Retention Agreement | Severance: Lump-sum payment equal to 299% of annual base salary plus 299% of total variable cash incentive paid or awarded in the preceding four fiscal quarters.; Payment of legal fees and expenses incurred as a result of termination.; Continuation of life, disability, dental, accident, and group health insurance benefits for 24 months.; Agreement provides for severance benefits if employment is terminated within 24 months after a change in control (approved by Board) for reasons other than cause, death, or disability, or if employee terminates for 'good reason'.; If change in control is not approved by the Board, severance applies if termination occurs within 12 months for reasons other than cause, death, or disability.